UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. )
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): July 9, 2020
SharpSpring,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36280
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05-0502529
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(State
or other jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5001 Celebration Pointe Avenue,
Suite
410, Gainesville, FL
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32608
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 888-428-9605
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
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Trading
Symbol(s)
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Name of
exchange on which registered
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Common Stock, $0.001 par value
per share
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SHSP
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The NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e)
Amendment to the SharpSpring, Inc.
2019 Equity Incentive Plan
At the 2020 Annual Meeting of
Stockholders (the “Annual
Meeting”) of
Sharpspring, Inc. (the “Company”)
held on Thursday, July 9,
2020, the
Company’s stockholders approved an amendment to the
Company’s 2019 Equity Incentive Plan (the
“Plan”)
to increase the number of shares of
common stock available for future issuance under the Plan
to 1,025,000 to ensure that the Company has adequate
ways in which to provide stock based compensation to its directors,
officers, employees, and consultants. The Company’s Board of
Directors and stockholders previously approved the Plan. The
Company’s executive officers are eligible to participate in
the Plan. A summary of the Plan is set forth in the Company’s
definitive proxy statement for the Annual Meeting filed with the
Securities and Exchange Commission on June 17, 2020.
A copy of the Plan and the amendment
to the Plan are attached as Exhibits 10.1 and
10.2 to this Form
8-K.
Item 5.07 Submission of Matters to a Vote of Security
Holders
The 2020 Annual Meeting of Stockholders
(the “Annual
Meeting”) of
SharpSpring, Inc. (the “Company”)
was held on Thursday, July 9,
2020. As of the close of business on June 8, 2020, the
Company had outstanding 11,533,065 shares of common stock, of which
10,218,923 shares were represented at the meeting by proxy and in
person; accordingly, a quorum was constituted. The matters
voted upon and the final results of the voting were as
follows:
Proposal 1: Election of Directors
The
following votes were cast with respect to Proposal 1. The
following persons were elected to the Board of Directors to serve
until the 2021 Annual Meeting of Stockholders or until their
successors have been duly elected or appointed and
qualified:
Name
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Votes
For
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Votes
Withheld
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Broker
Non-votes
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Steven
A. Huey
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4,538,988
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14,787
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5,665,148
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Richard Carlson
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4,552,770
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1,005
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5,665,148
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David
A. Buckel
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4,540,410
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13,365
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5,665,148
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Marietta Davis
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4,551,348
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2,427
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5,665,148
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Scott
Miller
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4,552,775
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1,000
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5,665,148
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Proposal 2: Ratify Cherry
Bekaert LLP as the Company’s Independent Registered
Public Accounting Firm
The
following votes were cast with respect to Proposal 2. The
proposal was approved.
For
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Against
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Abstain
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Broker
Non-votes
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10,191,238
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3,121
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24,564
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-
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Proposal 3: Adoption of the Amendment to the
Company’s 2019 Equity Incentive Plan
The
following votes were cast with respect to Proposal 3. The proposal
was approved.
For
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Against
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Abstain
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Broker
Non-votes
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4,248,613
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293,154
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12,008
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5,665,148
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
SharpSpring, Inc. 2019 Equity Incentive Plan
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Incorporated by reference to the Company’s Definitive
Schedule 14A filed on April 30, 2019.
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Incorporated by reference to the Company’s Definitive
Schedule 14A filed on June 16, 2020.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SHARPSPRING, INC.
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Dated:
July 14, 2020
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By:
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/s/
Michael Power
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Michael
Power,
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Chief Financial Officer
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